From the 'Lectric Law Library's StacksConsulting Agreement Form

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CONSULTING AGREEMENT

AGREEMENT made this day of , 20 , by and between
, whose address is , hereinafter referred to as
the "Consultant", and , whose principal place of
business is located at , hereinafter referred to as
"Company".

WHEREAS, the Company desires to engage the services of the Consultant
to perform for the Company consulting services regarding the
functions for the operation of as an independent contractor
and not as an employee; and

WHEREAS, Consultant desires to consult with the Board of Directors,
the officers of the Company, and the administrative staff, and to
undertake for the Company consultation as to the direction of certain
functions in said management of;

NOW, THEREFORE, it is agreed as follows:

1. Term. The respective duties and obligations of the contracting
parties shall be for a period of commencing on , 20
, and may be terminated by either party giving thirty (30) days'
written notice to the other party at the addresses stated above or at
an address chosen subsequent to the execution of this agreement and
duly communicated to the party giving notice.

2. Consultations. Consultant shall be available to consult with the
Board of Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters
pertaining to the organization of the administrative staff, the
fiscal policies of the Company, the relationship of the Company with
its employees or with any organization representing its employees,
and, in general, the important problems of concern in the business
affairs of the Company. Consultant shall not represent the Company,
its Board of Directors,its officers or any other members of the
Company in any transactions or communications nor shall Consultant
make claim to do so.

3. Liability. With regard to the services to be performed by
the Consultant pursuant to the terms of this agreement, the
Consultant shall not be liable to the Company, or to anyone who may
claim any right due to any relationship with the Corporation, for any
acts or omissions in the performance of services on the part of the
Consultant or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are
due to willful misconduct or gross negligence. The Company shall
hold the Consultant free and harmless from any obligations, costs,
claims, judgments, attorneys' fees, and attachments arising from or
growing out of the services rendered to the Company pursuant to the
terms of this agreement or in any way connected with the rendering of
services, except when the same shall arise due to the willful
misconduct or gross negligence of the Consultant and the Consultant
is adjudged to be guilty of willful misconduct or gross negligence by
a court of competent jurisdiction.

4. Compensation. The Consultant shall receive at least monthly from
the Company for the performance of the services to rendered to the
Company pursuant to the terms of the agreement $ per hour for
work performed by the Consultant; however, in no event shall the
compensation paid to the Consultant by the Company be less than
$___________ per month nor more than $__________ per month. In
addition, the Company shall reimburse the Consultant per diem for any
reasonable out of pocket expenses incurred by the Consultant pursuant
to the terms of this agreement. The Consultant shall submit itemized
statements of hours of services performed and expenses incurred
during any particular month by the fifth (5th) day of the next
succeeding month. The amount shall be paid to the Consultant by the
fifteenth (15th) day of the latter month.

5. Retainer. A minimum retainer of Dollars ($ ) will be
paid Consultant by Company in advance of any consultations and will
be applied by client in advance of any consultations on account of
the fee for such consultations.

6. Arbitration. Any controversy or claim arising out of or relating
to this contract, or the breach thereof, shall be settled by
arbitration in accordance of the rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrator(s) shall be entered in any court having jurisdiction
thereof. For that purpose, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in
County, State of . In the event that litigation results from
or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable
attorney's fees, court consts, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to
which the prevailing party may be entitled. In such event, no action
shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages
were otherwise as of said time calculable.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the day of , 20 .

"Company"

Witness Company Name
By: Witness

"Consultant"

Witness Firm's Name (if applicable)
By: Witness

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